Ladies and gentlemen, thank you for standing by. Welcome to the Third Quarter 2013 Earnings Conference Call for Lehigh Gas Partners. At this time, all participants are in a listen-only mode. Later in the call, we will conduct a question-and-answer session. Instructions will be given to you at that time on how you may participate. This conference call may contain forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934 as amended relating to the Partnership's future business expectations and predictions and financial conditions and results of operations. These forward-looking statements involve certain risks and uncertainties. The Partnership has listed some of the important factors that may cause actual results to differ materially from those discussed in such forward-looking statements, which are referred to as cautionary statements, in its third quarter 2013 earnings news release. The news release may be viewed on the Lehigh Gas Partners website at www.lehighgaspartners.com. All subsequent written and oral forward-looking statements attributable to the Partnership or persons acting on its behalf are expressly qualified in their entirety by such cautionary statements. In addition, certain non-GAAP financial measures will be discussed on this call. The Partnership has provided a description of these measures as well as a discussion of why they believe this information is useful to management in its Form 8-K furnished to the SEC yesterday. The Form 8-K may be accessed through a link on the Partnership's website at www.lehighgaspartners.com. In addition to accessing the Form 8-K on the Partnership's website, you can also sign-up for LGP's eBlast communication to keep you up-to-date on the activities of the Partnership and be notified of the latest Partnership news. As a reminder, this conference call is being recorded. I will now turn the conference call over to the host, Joe Topper, the Chairman and CEO.

Thank you and good morning. Welcome to Lehigh Gas Partners' third quarter 2013 earnings call. Joining me on the call today are Mark Miller, CFO, and Dave Hrinak, President. I will provide a brief overview of our third quarter results, then briefly touch on the two acquisitions that we closed, followed by a review of our third quarter third consecutive quarterly distribution increase, and finally comment on the commission agent leases assumed during the quarter. Mark will then provide a detailed review of the third quarter. Once we have concluded our prepared remarks, we will open the session to your questions. Net income for the third quarter of 2013 totaled $4.9 million or $0.33 per common unit. For the quarter, EBITDA totaled $12.8 million, adjusted EBITDA totaled $14.1 million, and distributable cash flow amounted to $11 million or $0.73 per common unit. I'll note that our results included some items of nonrecurring nature that Mark will provide more detail in his comments. The Partnership declared a third quarter distribution of $0.5025 per unit or a 5.2% increase over the current quarterly distribution. Based on our distributable cash flow of $0.73 per common unit, the coverage ratio on the declared third quarter distribution is approximately 1.5 times. We had another strong quarter from a fuel margin perspective which helped drive our solid financial performance. Moving on to our closed acquisitions, as previously announced, we closed on $58 million worth of acquisitions this quarter. The two transactions, Rogers and Rocky Top, were both in Tennessee and represent a total of 50 sites in aggregate. The transactions closed in the last weeks of the quarter, and as such do not have a material impact on the results this quarter. We are working hard to integrate these sites into the portfolio and expect these…

Thank you, Joe. Third quarter 2013 was our third full quarter since our IPO on October 30, 2012. Therefore, in addition to the actual financial results for the quarter, our earnings release provides certain pro forma results for the periods ended September 30, 2012. We believe these pro forma results offer a more relevant comparison than the actual results of our predecessor for the periods ending September 30, 2012. In addition, certain items of nonrecurring nature are included in our financial results this quarter. We noted these in our press release and I will touch on them further today. During the third quarter 2013, we distributed 160.5 million gallons of motor fuels at an average selling price of $2.99 per gallon and a $0.073 average margin per gallon. Gross profit from fuel sales totaled $11.7 million for the quarter. For the third quarter 2012 on a pro forma basis, the Partnership distributed 153.6 million gallons at an average selling price of $3.14 per gallon and at a $0.061 average margin per gallon. Gross profit from fuel sales for the third quarter of last year on a pro forma basis totaled $9.4 million. Compared to those pro forma results, the third quarter 2013, our fuel volume increased 4.5% and our gross profit from fuel sales increased 25%. The increase in gross profit from fuel sales was driven by the quarter's higher volume and higher margin over the previous year. The quarter's rental income, which refers to rent income less rent expense, totaled $6.4 million and included approximately $400,000 write-off of deferred rent income. The deferred rent income was recorded because of our termination of leases with the LGO at commission agent sites and the assumption of leases with third-party commission agents at those sites. In addition, the rental income includes an…

Thank you, Mark. The Partnership recently celebrated its one year anniversary as a public partnership. It has been an incredible active year for everyone at Lehigh Gas. I thought I would take a moment to look at a few of the accomplishments of the Partnership in its first year as a public company. We have completed four major acquisitions for a total consideration of approximately $132 million. The four acquisitions added 121 sites to our owned or leased site portfolio, an increase of approximately 28% from the leased and owned site portfolio at the time of the IPO. Through these acquisitions, we have added four more states to operations and diversified our geographic footprint, which helps to reduce our fuel margin volatility. We have increased our distribution from an annual rate at the time of the IPO of $1.75 to $2.01, a 14.9% increase. We have increased the dividend three times since the IPO, once each full quarter that we have been public. When the third quarter distribution is paid, we will have distributed approximately $26 million in cash distribution to our unitholders in a period since our IPO. These are just a few of our accomplishments during our first year. We are gratified at the support that we have received and are appreciative to everyone that entrusted their capital to us. We have worked hard to reward your trust in us and we will continue to diligently execute our strategy and be good stewards of your capital. From all of us here at Lehigh Gas, thank you for a great first year. We look forward to many more. With that, I would like to open up the line for questions.

(Operator Instructions) We have our first question from Ben Brownlow with Raymond James.

Stellar quarter. I wanted to dive into the commission side a little bit, can you give us an idea on what the historical retail fuel margin is at those sites and a rough ballpark on the sixth CPG that's going to be paid to the store operator?

The CPG to the operator is somewhere between $0.03 and $0.04 on average per gallon. The rack to retail on those have been averaging in the $0.21, $0.22 per gallon.

And I assume that's annual?

Yes.

Okay. What's the volume on those sites or the average roughly volume?

They are above-average volume sites. I would tell you that they are pegged at $1.2 million to $1.4 million average. So I mean these are good solid operators that the Partnership felt was better to have a direct relationship and kind of take out some costs by having it go through an intermediary.

Okay, and how will that shift in volume out of the wholesale impact the wholesale fuel margins?

It will not. The margins that they have been billing LGO will be the same margins that they will be billing the type of subsidiary below it. So if we are at 7.4 last quarter, all things being equal, it would be the same.

Okay, so there's no accounting shift between the wholesale fuel margin over to the new structure with the retail?

That's correct.

Okay. And you touched on direct pricing control improving the volume at those sites, can you outline additional color on how you would improve the volume? It sounds like those, the volumes are already pretty impressive at those sites.

The volume is good. We will just have better control so that I would say the variability of margin that affects LGO will now – will be somewhat impacting LGP, and so when there is a down-market, LGP has more financial stability to weather that over a longer period of time. These are good strong locations. I don't envision that it would be significant but it has the upside potential to it.

Okay. Just one last one for me and I'll jump back in the queue. When you talked about the 68 sites and the potential commission structure on those, what sort of items are you looking at and deciding if you should move to that commission structure, obviously staying within that 10% threshold for a non-qualifying income?

Yes, at those sites we're looking at whether we want to convert them to a dealer directly so that they would take over the commission gasoline operations themselves. So there's probably half of those sites that we would expect over the next year or two that would become direct dealer operators instead of commission operators. The other ones would depend on whether there's a real economic benefit to doing it as opposed to, if it's a low-volume station, it may not be worth the Partnership's energy and enterprise to get involved directly in that relationship.

Great. Thank you, guys.

Our next question comes from Michael Gaden with Robert W. Baird.

Can I please follow-up and ask about the commission agents as well? Can you compare your investment in this initiative versus going out and doing third-party M&A? Does this offer higher returns on capital, is it lower risk, how do you think about that trade-off economically?

Commission agent operations tend to be at sites that have higher volumes and higher margins, and therefore we try to capture more of that in the wholesale retail operations within the operations of the business. And so they tend to be a little above average in every area, but they tend to be better performing sites, and we've probably done most of the capital investment from those sites point of view. It tends to be a lower multiple transaction because it's a commission contract as opposed to a fee property or real estate property, but it's a good class of business for us.

Thank you for that color. And can I lastly ask about the fundamental gasoline pricing backdrop? Can you talk about how much of a tailwind the current benign environment created in the third quarter and if you indeed expect broadly declining gasoline prices to continue to act as a tailwind into the fourth quarter and provide volumetric and/or margin gains as well?

In as much as you'd like me to give you some guidance, I'm going to shy away from that, but I would tell you that the historical precedence that lower gasoline prices provide a tailwind, historically has been good. I would tell you that some of the – we kind of would have expected a little bit better margin in the third quarter, except the rain in the Southeast had affected volumes and margin down there in the Florida Panhandle. So we had slightly lower volumes there and we had slightly lower volumes because of the weather down there, but other than that we had a very good fuel margin and there was nothing we see going forward that would indicate anything different from that.

Great. Thanks for that color.

(Operator Instructions) We have our next question from James [indiscernible]. Please go ahead.

Looking at a same-store basis, what percent increase or declines do you see in volume?

Over last year, we saw a same-store decline of a little over 4%. On a quarter-over-quarter, the third quarter versus the second quarter, it was essentially flat from a same-store basis. Primarily the same-store change occurred in our digestion of the Getty leases that we acquired last year and there were 120, 140 of those sites, and as they had an initial reaction of – we opened in those sites, we got some better lift, and as we understand those economics, some of those sites we have closed and turn it back to Getty, some of those are being deployed into dealers and commission agents. So a lot of the same store volume change was due to the change due to the digesting of Getty and also somewhat to the weather in the Southeast.

So what are you projecting for same-store sales going forward?

I don't project same-store sales, I'd tell you we price them, we run our business to make margin dollars so that we can give you dividends out of our cash not out of our gallons. We historically will tell you that the Northeast is suffering from 2% to 3% volume decline over the last few years and I don't see anything necessarily changing out in the economy that's going to change demand. I see the Southeast growing which is why we have focused our acquisitions in that marketplace.

Okay. And then the margin of $0.073 per gallon, is that a reasonable margin to be projecting forward for next year or should we expect a normalization, and if so, to what?

When we went out, we had in our pro forma and our forecast the $0.066 margin and that was based upon the last four years of historical average. I think we and the general retail, wholesale business trade has benefited from the declining price of fuel. And so I'm going to take every good quarter we have, but in this industry, you usually revert it back to the mean.

Okay. The distribution growth this quarter, over 5% sequentially, that's great. I'm wondering what distribution growth rate for the next year or two would you consider to be satisfactory above this new level.

Again, we're not going to give guidance as to what we expect. I would tell you that we have coverage to increase our dividend. As we have expected to do that, we will do it on a growth basis. We like to have continued dividend growth and the sustainability of that is more important to us than projecting what we think it will be.

And lastly, I mean we love the story but there is no volume. So are you doing anything to address the float in the near future?

As I said, the volume quarter-over-quarter has been flat. Oh, the stock volume? You probably saw the 10b5-1 plan that I put in yesterday and I bought 3,000 or 4,000 shares. So that was my contribution to volume.

But in terms of like if we wanted to get in, could we expect any secondary equity offering given the filing?

We didn't have a filing, and so that gives us the opportunity to do lots of things with that filing and you see how we are acquisitive in our acquisition strategy and we have been able to deploy the capital efficiently. So I can't tell you when and where but that's one of the options that we are looking at.

But you recently said that you've been buying through your 10b5.

I did.

And I think I remember for the breakfast we had in Boston where you said that after one year you might consider selling down your stake. Has that changed?

Yes, I'm a buyer.

Okay, great. Thanks a lot.

Our next question comes from Tyras Bookman with Park West.

I thought that I had to respond to the last caller's question about volume and whether you would sell stock to create enough volume in your stock, which sounds pretty foolish to me. I would suggest that the buyer pays the right price for the stock and there will be appropriate value, and that brings up I guess a bigger question which is, you guys have this quarter 155% coverage ratio, you bought two businesses which are going to contribute a lot, so your pro forma coverage ratio is much higher. Clearly the stock would be a lot higher if you brought that coverage ratio down. Why don't you do that?

We have brought the coverage ratio down. We are about at 1.45, 1.46 after the dividend increase. We like to have a – we're going to have to take a conservative approach to our dividend increases. If you look at the – we have a change in the fuel prices and prices go up, and we were at $0.06 instead of that $0.074, we want to be able to have money and coverage in order to give a continued dividend increase. I was a buyer, not a seller. So I can't tell you why – I mean Susser and Global have much larger floats than we have and they trade about the same volume we do. And so all we can do is go out and tell our story to as many people as we can to create interest in buying the shares of the Company.

Look I don't care about the float, I feel like that's a problem that solves itself when the people pay appropriate prices for stocks, then they can buy as much as they want. My question was much more on the idea that your stock is trading a lot cheaper than it should because most people look at dividend yield and not free cash flow, and if you look at free cash flow, it's probably what over 11% yield right now?

Yes.

Okay.

[And I trade, yes] (ph).

What were you going to say?

I was going to say, it's very early in California.

Okay, great. Thank you.

We have no further questions at this time. Thank you, ladies and gentlemen. This concludes today's conference. Thank you for participating. You may now disconnect.